Terms and Conditions

2019 National Adaptation Forum: Sponsorship Terms and Conditions

Agreement

These additional terms and conditions together with the Sponsorship Application submitted by Sponsor create a binding agreement between Sponsor and EcoAdapt.

Definitions

As used in this Sponsor Agreement, the capitalized terms appearing below have the following meanings:

“EcoAdapt” means EcoAdapt, a District of Columbia nonprofit corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, which operates the National Adaptation Forum and owns all of the rights associated therewith.

“EcoAdapt Marks” means EcoAdapt’s name and logo and the name and logo of the National Adaptation Forum, in the form and manner EcoAdapt chooses to make them available to Sponsor in connection with and subject to the limited license granted by this Agreement.

“National Adaptation Forum” means the 2019 National Adaptation Forum, which takes place April 23-25, 2019, in Madison, WI at the Monona Terrace Convention Center.

“National Adaptation Forum Official Website” means the website at www.NationalAdaptationForum.org.

“Sponsor” means the person whose name appears on the line marked “Sponsor” on the Sponsorship Application.

“Sponsor Marks” means Sponsor’s name, logo, and other marks Sponsor makes available to EcoAdapt under the limited license granted by this Agreement.

“Sponsorship” means the Sponsor’s sponsorship of the National Adaptation Forum at the level indicated on the Sponsorship Application.

 

Payment Terms and Policy

A. Sponsor has the option of either: (i) enclosing the payment required with this signed Agreement or (ii) requesting an invoice from EcoAdapt. Payment is expected within 30 days after receipt of the invoice; otherwise, approval of the Sponsorship exhibit booth, as applicable, may be rescinded by EcoAdapt in its sole discretion. Payments are to be made to EcoAdapt, PO Box 11195, Bainbridge Island, WA 98110

B. All cancellations must be requested in writing via email to Info@NationalAdaptationForum.org . If Sponsor cancels the Sponsorship exhibit booth on or before March 25, 2019, Sponsor will receive a full refund of the amount paid by Sponsor. After March 25, 2019, no refunds will be issued for any cancellation by Sponsor.

C. Sponsor acknowledges and agrees that EcoAdapt’s acceptance of any payment does not suggest or convey EcoAdapt’s approval, endorsement, certification, acceptance, or referral of any product or service of Sponsor.

D. Sponsor acknowledges that a single sponsorship payment may be treated as separate payments and accounted for as such. A portion of each sponsorship will be allocated to the costs of services and benefits received while the remainder will be considered a contribution to EcoAdapt. A sponsorship may not be fully deductible as a contribution to an exempt organization as described in Section 501(c)(3) of the Internal Revenue Code. Please email info@NationalAdaptationForum.org with accounting questions if needed. 


 

Limited License and Publicity Release to EcoAdapt

Sponsor grants EcoAdapt a limited, revocable, non-exclusive license to use and authorize its agents to use the Sponsor Marks, subject to the reasonable formatting requirements of Sponsor, in order for EcoAdapt to list Sponsor in the National Adaptation Forum program book, to acknowledge the Sponsorship, and to provide the other benefits that correspond with the Sponsorship level or exhibit booth size selected by Sponsor. If Sponsor is assigned the use of a booth, Sponsor grants EcoAdapt an irrevocable right to make and use, and authorize its agents to make and use images, video and audio recordings, in any media, of Sponsor’s exhibit booth and the Sponsor Marks, displays, printed matter, products, and other material appearing in, on, or around the exhibit booth for EcoAdapt- or National Adaptation Forum-related educational, marketing or outreach activities.  Sponsor represents and warrants that it has the full right and authority to grant the rights  herein; that it has not previously in any manner disposed of any of the rights herein granted to EcoAdapt nor previously granted any rights adverse thereto or inconsistent therewith; that there are no rights outstanding which would diminish, encumber or impair the full enjoyment or exercise of the rights herein granted to EcoAdapt; and that the Sponsor Marks do not and will not violate or infringe upon any patent, copyright, literary, privacy, publicity, trademark, service mark, or any other personal or property right of any third party, nor will same constitute a libel or defamation of any third party.

Limited License to Sponsor

EcoAdapt grants Sponsor a limited, revocable, non-exclusive license to use and authorize its agents to use the EcoAdapt Marks, subject to the reasonable formatting requirements of EcoAdapt, for the limited purpose of promoting the National Adaptation Forum and the Sponsorship, but only if promotion of the Sponsorship is incidental to promotion of the National Adaptation Forum. All uses of the EcoAdapt Marks shall be subject to EcoAdapt’s approval. EcoAdapt reserves the right to deny any use of the EcoAdapt Marks EcoAdapt deems to be inconsistent with the limited license hereunder.

Sponsorship Acknowledgments

Sponsor agrees that all acknowledgments of the Sponsorship will comply with the requirements of the Internal Revenue Code and Internal Revenue Service regulations in order to enable some or all of the Sponsor’s payment to be a “qualified sponsorship payment” under such regulations. The placement, form, content, appearance, and all other aspects of Sponsorship acknowledgments shall be determined by EcoAdapt in its sole discretion, subject to Sponsor’s reasonable formatting requirements.

Exhibit Booth Assignment and Specifications

While EcoAdapt will attempt to accommodate a request for a particular exhibit booth, Sponsor acknowledges that such accommodation may not be possible. EcoAdapt has the right to refuse any applicant for an exhibit booth as well as the right to restrict or evict Sponsor from an exhibit booth if Sponsor breaches this Agreement or if Sponsor’s use of an assigned exhibit booth, in the opinion of EcoAdapt, detracts from the general character of the National Adaptation Forum and EcoAdapt’s charitable and educational mission of advancing climate change adaptation. This right applies to displays, printed matter, promotional materials, noise, personal conduct, and methods of operation. In the event of any such restriction or eviction, EcoAdapt shall not be liable for any refunds or other exhibit expenses. EcoAdapt will use reasonable efforts to prepare exhibit booths in accordance with the specifications and floor plan posted on the National Adaptation Forum Official Website; however, EcoAdapt shall not be liable to Sponsor for any deviation from such specifications and floor plan, which are subject to change by EcoAdapt, in its sole discretion, as circumstances may warrant.

Conduct of Sponsors and Other Attendees

A. If Sponsor is assigned the use of an exhibit booth, Sponsor must confine all materials and promotional activities to its assigned exhibit booth and ensure the safety of all persons staffing or visiting the exhibit booth. All of the following practices are expressly prohibited: promotion of products and services other than those manufactured or regularly distributed by Sponsor; distribution of samples outside of the assigned exhibit booth; excessive noise that interferes with other exhibitors; storage or use of flammable or explosive materials or any substance prohibited by federal, state or local laws; use of materials with strong odors; and solicitation of business by anyone other than a representative of Sponsor. Sponsor is charged with knowledge of all federal, state, and local laws, ordinances, and regulations pertaining to health, fire prevention, and public safety in connection with its  exhibit booth use. Compliance with such laws is mandatory and the sole responsibility of the Sponsor.

B. Sponsor and all attendees of the National Adaptation Forum shall comply with all applicable National Adaptation Forum Sponsor and Attendance Rules as posted on the National Adaptation Forum Official Website. Sponsor acknowledges that EcoAdapt has full power to interpret and enforce such rules and may revise such rules as circumstances warrant at any time by posting updates on the National Adaptation Forum Official Website, and that EcoAdapt reserves the right to restrict or evict Sponsor or any other attendee who violates this Agreement or such rules. In the event of any such restriction or eviction, EcoAdapt shall not be liable for any refunds or other expenses.

Americans with Disabilities Act Compliance

If Sponsor is assigned the use of an exhibit booth, Sponsor represents and warrants that: (A) its exhibit will be accessible to the full extent of the law, (B) its exhibit will comply with the Americans with Disabilities Act (ADA) and its implementing regulations, and (C) it shall indemnify, hold harmless, and defend EcoAdapt and the Monona Terrace Convention Center from and against any and all claims and expenses, including reasonable attorneys fees and litigation expenses that may be incurred as a result of Sponsor’s breach of this paragraph or noncompliance with any of the provisions of the ADA.

Liability and Insurance

Sponsor shall at all times defend, indemnify, and hold harmless EcoAdapt, the Monona Terrace Convention Center, and their respective directors, officers, agents, and employees, from all claims, demands, action, loss, cost, or liability of every kind (including reasonable legal fees and expenses) arising from, in connection with, or by reason of Sponsor’s use of an exhibit booth or its and its directors, officers, employees, agents and guests’ attendance at the National Adaptation Forum, including but not limited to, any costs incurred as the result of alleged violations of copyright arising out of the use of mechanically and electronically reproduced music. EcoAdapt, the Monona Terrace Convention Center, and their directors, officers, agents, employees, and volunteers shall not be responsible for the safety of the property of the Sponsor from theft, damage by fire, accident, or other causes, nor for injury that occurs in connection with Sponsor’s use of an exhibit booth to Sponsor or any of its representatives, employees, agents, licensees, or guests. In no event will EcoAdapt or its directors, officers, agents, or employees be liable to Sponsor, whether in contract or tort, for any amount in excess of the amount paid by Sponsor in connection with this Agreement. Sponsor retains the sole responsibility for its own exhibit property. Sponsor must obtain insurance policies covering loss to its exhibit property, and Sponsor must maintain liability insurance to protect against claims of bodily injury, property damage, and personal/advertising injury that may arise in connection with Sponsor’s use of an exhibit booth. Such insurance shall name EcoAdapt and the Monona Terrace Convention Center as additional insureds. Sponsor must provide certificates of insurance demonstrating compliance with these requirements upon EcoAdapt’s request.

GOVERNMENT AGENCIES ONLY: If Sponsor is a government agency, Sponsor’s obligations under this Agreement to defend, indemnify and hold harmless shall be limited in substance by statutes and constitutional provisions designed to limit the exposure and liability of Sponsor (e.g., actions and conditions as to which Sponsor is immunized by principles of sovereign immunity), so that its liability shall not exceed the maximum liability it would have under applicable state or federal law if it were sued directly by the claimant.

Force Majeure and Cancellation or Postponement of the National Adaptation Forum

In the event of fire, disaster, terrorism, threat of terrorism, civil disturbance, government or travel advisories, hazardous weather, strike, or any unforeseen occurrence that renders it impossible for the National Adaptation Forum to take place as planned, EcoAdapt may, at its option, cancel the National Adaptation Forum. Sponsor hereby waives any claim against EcoAdapt for damages or compensation in the event of such an outcome. If the National Adaptation Forum is cancelled, EcoAdapt’s liability shall be limited to the amount paid by Sponsor in connection with this Agreement, less a proportionate share of all expenses incurred by EcoAdapt related to the National Adaptation Forum. No refund shall be made if the dates or location of the National Adaptation Forum change. EcoAdapt shall not be financially liable in the event the National Adaptation Forum is interrupted, canceled, moved, or its dates are changed except as provided herein.

Waiver and Severability

No waiver of any provision of this Agreement shall be valid unless in writing and signed by EcoAdapt. If any portion of this Agreement is determined to be unenforceable or invalid, such determination shall not be deemed to affect the enforceability or validity of the remainder of this Agreement.

Effective as of: 27 April 2018

Last Update: 27 April 2018